Cardholder Agreement

TRADEBANK CARDHOLDER AGREEMENT

Tradebank Inc. a Canadian Corporation incorporated under the laws of Ontario, hereinafter referred to as TI, and the individual or business entity who is a client of TI hereinafter referred to as the Client, agree to the following:

  1. Both TI and Client have expressly requested that this Agreement and all related documents, including notices, be drawn up in the English Language.  TI et Client ont demandé expressément que cet Accord et tous documents liés, y compris les notifications, soient formulés dans la langue anglaise.
  2. Client acknowledges that all trading activities are subject to TI Rules and Regulations incorporated herein by reference and binding as fully as all other conditions and provisions of this agreement.  Client acknowledges that TI may from time to time and in good faith, alter its Client Agreement, Rules and Regulations and / or fees and other charges in order to facilitate its business practices.  If such changes become necessary, Client will be notified by email at their last known address thirty (30) days prior to such changes being implemented.
  3. Client understands that TI is a third party transaction processing organization, whose primary function is to provide recordkeeping of barter activity on behalf of its clients.
  4. Client understands that TI is not a party to transactions between clients, does not take title to merchandise or services exchanged in such transactions and shall not be held responsible by Client for such transactions.  Client therefore releases TI from any and all liability related to or arising from Client’s transactions with other clients.  Client understands and agrees that all transactions are entered into on a voluntary basis.  TI provides referrals to its clients but does not assume liability for the quality, timely delivery, pricing, warranty or dispute of any nature between clients with regard to any product or service being traded.  Client should exercise the same diligence entering into trade transactions as they exercise with ordinary cash transactions.  Even on transactions with issues, Client will pay all cash fees on transactions to TI as required by this Agreement and settle the problem or dispute directly with the merchant.
  5. Client understands that TI, when acting as either the buyer or seller, may conduct transactions directly with its clients.
  6. Client understands that for all products and certificates owned and sold by TI, the sole and exclusive warranty TI makes is that TI has title free and clear from any lien or encumbrance, unless otherwise specified in writing.  Products and certificates are sold “As Is”.  TI makes no warranty either express or implied, by operation of law or otherwise as to the merchantability or fitness for a particular purpose of such products or certificates, and Client shall look solely to the manufacturer, distributor or retailer of such products or certificates for any warranty. 
  7. TI brokers, franchisees, agents and account executives are individuals and corporations who sell TI services and assist Clients in trading.  These individuals and corporations are free to buy and sell on trade, but do so on their own behalf.  Every provision of the Rules and Regulations applies equally to them.  TI is not a party to, and is not responsible for transactions between these parties and Clients.
  8. Client understands that the term “TRADEdollar®” or “Trade Credit” means an electronic accounting entry with an assigned value of one ($1.00) CDN Dollar used as a practical method for recording values for any transfer of merchandise or services between TI clients.  The TRADEdollar® cannot be considered legal tender, securities, commodities, and cannot be redeemed for cash through TI or transferred to any other barter company or trade organization.  TI does not claim any responsibility for the negotiability of the TRADEdollar® and / or for the availability of merchandise or services from any source.  Client also recognizes that sales of merchandise or services for TRADEdollars® are taxable events.  Client is solely responsible for the declaration, reporting and remitting of all municipal, provincial and federal taxes resulting from all transactions. 
  9. TI will make its best effort to solicit new businesses and clients who have goods and services that satisfy the needs of all Clients.  Certain items may be available on a limited basis only, because of high demand and short supply.  TI is committed to providing only those products or services that are actually available from the exchange.  While TI will use its best efforts to broker the Client’s TRADEdollars® into goods or services, neither TI nor the trade network itself are responsible if Client cannot find specific products or services to purchase from other clients in the trade network.
  10. Client acknowledges that regulation of purchases, and allocation of goods or services in short supply is inherent in TI’s responsibilities.  Decisions regarding exercise of this responsibility are at TI’s sole discretion.  Every effort will be made to do so in an equitable manner.
  11. Client recognizes that in order to facilitate trading there is a float of TRADEdollars® in circulation.  This amount cannot exceed three times TI’s annual gross trade volume.
  12. Client understands that TI charges a brokerage fee on transactions as indicated on the Account Application.  Unless otherwise noted, all service and brokerage fees are payable to TI in the lawful money of Canada by way of cheque, pre-authorized bank debit and / or credit card charge the time the transactions are recorded in the account.  For convenience TI provides a monthly statement to each Client.  At TI’s discretion payment of fees may be required prior to the processing of larger transactions. If a cheque is returned or a pre-authorized debit payment is declined a $20 cash fee will apply.
  13. Direct trades between Clients for the purpose of avoiding brokerage fees are prohibited, and if completed, are subject to a cash transaction fee payable on demand at the Client’s normal brokerage fee plus 5%, unless proof of a prior one-to-one trading relationship existed before parties became Clients of TI.
  14. TI reserves the right to charge two percent (2%) per month on any and all unpaid fees from the date of the statement, beginning the end of the month after the date of the statement, in any circumstance, even after the termination of Client’s account.
  15. Client shall be responsible for all charges made to the accounts TI Client Card(s) or through use of Client’s TI account number.  All Client Cards issued to Client remain the property of TI and must be surrendered upon the request of any TI officer or to any agent so designated by TI.
  16. Client must immediately advise TI of lost or stolen Client Cards by emailing support@tradebank.ca.  In instances where Client desires that an authorized card user be removed, the Client must notify TI in the same manner as if the card were lost or stolen.  Client is responsible for any debt resulting from loss or theft of the Card that is incurred prior to notification.  Upon notice of any lost or stolen card, TI will assign a new account number to Client and issue new cards for the account.  On the first instance there will be no charge, each subsequent occurrence will result in a $50 service charge.
  17. Client shall not attempt to deficit spend (overdraft the account).  Such an attempt will be treated as an effort to commit fraud on the part of the Client.  Any deficit balance that is incurred is immediately due in CDN dollars payable to TI.
  18. Client shall examine monthly statements and advise TI in writing within sixty (60) days of the statement date of any errors or suspected errors.  If Client fails to make such notification within the allotted time, Client agrees to the accuracy of the statement and is bound thereby.
  19. Client may not assign or transfer this agreement or any right conferred hereunder except with prior written approval from TI.  Any requests to modify account ownership must be accompanied by appropriate documentation, including the endorsement of the previous owner and completion of a new Client Application.
  20. Client authorizes TI to advertise their goods or services to the trade network.  TI at its sole discretion will determine whether a Client’s name is published in any directories, newsletters, or other publications of TI.
  21. Client authorizes TI to use Client’s proprietary marks for the purpose of marketing the Client’s business within the TI trading network and within prospecting material such as its website and social media platforms. 
  22. Client authorizes TI to provide account payment history to credit reporting agencies.
  23. Client acknowledges that if information regarding Client’s account is requested by the Canada Revenue Agency or by any law enforcement agency that Client agrees not to hold TI liable for any actions taken by TI in compliance with said agencies.
  24. This agreement shall be binding upon Client and Client’s heirs, representatives, successors, assigns and administrators.
  25. Client acknowledges that in the event of any dispute arising under this agreement, other than disputes involving collections, all resulting litigation must be filed only in a court of competent jurisdiction in TI’s municipality in the province of Ontario.
  26. This Agreement shall be deemed to have been entered into in the province of Ontario and shall be governed by the laws thereof.  If any provision of this agreement is deemed or declared to be invalid or unenforceable, such provision shall be deemed severed from this agreement and shall not affect the remaining provisions hereof which shall remain in full force and effect.
  27. In the event that the Client or TI utilize facsimile or electronically transmitted signed documents, both parties hereby agree to accept and agree to rely on such documents as if they bore original signatures.

Cancellation of Account:

  1. Client may cancel the account at any time with written notice to TI so long as the account is in good standing and there is no cash debt or TRADEdollars® loans owing to TI. 
  2. TI may cancel the account at any time and for any reason, with written notice to Client so long as TI assists Client in utilizing any remaining balance in the account.
  3. Whether the account is cancelled by TI or by Client, should the Client have and wish to use a remaining balance, the Client is required to pre-pay all brokerage fees applicable to their balance at the time of notification.  
  4. TI may unilaterally cancel the Client’s account at any time without notice and without  further liability to the Client if:
  1. Client violates any of the Rules and Regulations of TI.
  2. Client is more than 90 days late in making payment of fees owing on the account.  At TI’s sole and absolute discretion TI may accept TRADEdollars® at up to a 4:1 ratio in lieu of the cash debt owing.
  3. Client commits fraud against TI or any other client of TI.
  4. Client dies or becomes insolvent or bankrupt.
  5. Any other reasonable cause, including receiving multiple complaints from other clients regarding Client’s purchasing habits or Client’s quality of service.
  1. If Client is able to settle the issue that resulted in termination under clause 31 and wishes to reactivate their account, a $100 reactivation charge would apply.  If the issue was non-payment of fees, prepayment of the brokerage fees on the existing trade balance may also be required.
  2.  TI reserves the right to publish the name(s) of any Client cancelled by TI under clause 31, and the reasons for cancellation to its entire client base.
  3. If Client is inactive for more than 6 months the account may be archived at TI’s discretion.  On Client’s request the archived account will be activated at no charge.

 

TRADEBANK RULES AND REGULATIONS

  1. Client shall immediately report to TI the nature of any infraction or suspected infraction of this agreement and / or the Rules and Regulations by TI.  TI reserves the right through its officers or its appointed representatives to conduct an investigation of any such report and to take appropriate action to remedy the situation.
  2. The sale of merchandise or services shall be at prevailing retail prices and unless the total value of the contracted product and services is over $5,000 must be transacted one hundred percent (100%) in TRADEdollars®.   The amount of the transaction in TRADEdollars® is to be inclusive of the collection of any sales tax by the seller.  The contract may be spread over several transactions (e.g. annual contract billed monthly) for the purpose of the $5,000 rule the amount is based on the full estimated annual contract.
  3. The Client must make it clear to their broker which goods or services they sell are available to other TI clients as well as which are not and the process by which transactions are to be undertaken. If client wishes to exclude a particular good or service, or change the process by which they sell goods or services to other clients, the Client must provide thirty (30) days written notice of the change. 
  4. All gratuities shall be paid in cash.  Gratuities in restaurants shall be a minimum of fifteen percent (15%) of the total charge.  If Client feels that the service does not warrant the gratuity, a complaint should be registered at the point of purchase with the management of the restaurant or other service establishment.
  5. Client must notify TI immediately about any unfavourable change in Client’s financial position that seriously weakens the Client’s ability to provide goods and services to the exchange.
  6. Any client attempting to convert prospective customers brought to them on a trade basis by TI to cash paying customers will be de-listed from the directory, will not be sent further business via TI and the Client’s account may be cancelled.
  7. It is the selling client’s responsibility to ensure that a TI Client Card is presented by the buying client prior to processing each transaction and to verify that the card is valid.
  8. It is the selling client’s responsibility to obtain an authorization number for each sale transaction through TI.  Buying clients cannot process sales.  TI reserves the right to refuse to issue an authorization number if the buyer does not have sufficient TRADEdollars® to cover the purchase or if either the buyer or seller is not a client in good standing.   Authorizations should be obtained at the time of sale.
  9. The buyer’s signature is required to validate transactions; ideally on a TI Transaction Slip or in the mobileTRADE app.  A Bill of Sale, contract or other documentation that clearly describes the business transacted and the method of payment is also acceptable so long as it is clear that the buyer is authorizing payment be taken.  The signature gives TI authority to transfer funds.  It is the seller’s responsibility to retain a copy of the transactions slip, or other form of signed documentation as proof that the buyer authorized the transaction.  If any buyer disputes the validity of a transaction and the seller is unable to furnish a signed authorization from the buyer within thirty (30) days of the request for documentation, the transaction may be reversed.  If the selling client’s account has insufficient TRADEdollars® at the time of a reversal, the seller may be liable in Canadian Dollars.  Note: email confirmation between the parties can be substitute for a signature, especially where the parties are transacting at a distance.
  10. Once an authorization number has been given, any dispute, modification or reversal of the transaction corresponding to that authorization number can only be accomplished by contacting your local Tradebank Office.  Each dispute requires that the Client originating the complaint follow up to provide a written explanation of the basis of the dispute.
  11. The following procedures apply to transactions involving special orders, construction jobs, service work, or other work-in-progress transactions:
  1. Buyer should obtain a written estimate before authorizing work to begin.
  2. Seller should consider reserving TRADEdollars® from the buyer until the job is completed or the special order item is received, the seller must contact the local Tradebank office and request that the appropriate amount of the buyer’s funds be placed in escrow.  Upon completion of the work-in-progress transaction, a transaction slip should be dated and signed by the buyer, and the seller should contact the local Tradebank office to release the escrow funds and process the transaction.
  1. Any account not paid in full within thirty (30) days from the statement date will be classified as “Restricted”.  This means the account will have all purchasing privileges limited until all fees, including the late charges, are paid.  Sellers will not be able to process transactions to buyer’s account without contacting the TI Corporate Office for an override. 
  2. Any account remaining Restricted for more than thirty (30) days will be classified as “Pending”.   The account will be limited in the same way as the “Restricted” account, with the addition that Brokers will not actively work to assist Client in further purchasing.
  3. Any account remaining Pending for more than thirty (30) days will be classified as “Frozen”.  This means that the account will have all purchasing privileges suspended until all fees, including late charges are paid.  Additionally TI may cancel the account.  
  4. Clients who are on “Stand-by” status are not currently accepting trade business.  Clients may voluntarily elect this status at any time by providing thirty (30) days written notice; however, quarterly maintenance fees will continue to be charged. 
  5. TI will use its best efforts to assist Client in the sale of the Client’s goods and services and in the Client’s use of TRADEdollars® with other TI clients.  However, the initiative for using TI’s services for Client’s economic benefit rests with the Client.